Common use of Target Actions Clause in Contracts

Target Actions. (a) On the date the Offer Documents are filed with the SEC, the Target will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer in accordance with the Exchange Act (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that will, subject to the provisions of Section 7.04, contain the recommendation described in Section 5.03(d). The Target will cause the Schedule 14D-9 to be disseminated to the Target’s stockholders to the extent required by the Exchange Act. Promptly after, but in no event more than two (2) Business Days, after the date of this Agreement, Parent and Merger Sub will furnish to the Target all information concerning Parent and Merger Sub required by the Exchange Act to be set forth in the Schedule 14D-9. The Target, Parent and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect or as otherwise required by applicable Law. The Target will cause the Schedule 14D-9, as so corrected (if applicable), to be filed with the SEC and disseminated to the Target’s stockholders, in each case as and to the extent required by the Exchange Act. The Target will promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and will promptly provide Parent and Merger Sub with copies of all correspondence between it and its representatives and the SEC with respect to the Schedule 14D-9. Prior to the filing of the Schedule 14D-9 (including any amendments or supplements thereto) with the SEC or dissemination thereof to the Target’s stockholders, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Target will provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Target will give reasonable consideration to any such comments. (b) In connection with the Offer, promptly after the date of this Agreement but in no event more than two Business Days after the date of this Agreement the Target will furnish or cause to be furnished to Parent and Merger Sub security position listings and any other available listings or computer files containing the names and addresses of the record holders or known beneficial owners of the shares of Target Common Stock as of the most recent practicable date, and will promptly furnish Parent and Merger Sub with such information and assistance (including lists of record holders or known beneficial owners of the shares of Target Common Stock, updated from time to time upon Parent’s, Merger Sub’s or either of their respective agent’s request, and the addresses and lists of security positions of such record holders or known beneficial owners) as Parent, Merger Sub or their respective agents may reasonably request for the purpose of communicating the Offer to the record holders and beneficial owners of the shares of Target Common Stock. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated hereby, Parent and Merger Sub will hold in confidence the information contained in any such labels, listing and files in accordance with the Confidentiality Agreement and will use such information only in connection with the Offer and the Merger and, if this Agreement is terminated, will promptly deliver (and will use their respective commercially reasonable efforts to cause their agents and Representatives to deliver) to the Target (or destroy) all copies and any extract or summaries of such information then in their possession or control.

Target Actions. (a) On the date the Offer Documents are filed with the SEC, the Target will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer in accordance with the Exchange Act (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that will, subject to the provisions of Section 7.04, contain the recommendation described in Section 5.03(d), the Fairness Opinion of the Target’s financial advisor referenced in Section 5.18, and the notice and other information required by Section 262(d)(2) of the DGCL. The Target will cause the Schedule 14D-9 to be disseminated to the Target’s stockholders to the extent required by applicable Law, including by setting the Exchange ActStockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. Promptly afterThe Target shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of applicable Law. Promptly, but in no event more than two (2) Business Days, after the date of this Agreement, Parent and Merger Sub will furnish to the Target all information concerning Parent and Merger Sub required by the Exchange Act to be set forth in the Schedule 14D-9. The Target, Parent and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect or as otherwise required by applicable Law. The Target will cause the Schedule 14D-9, as so corrected (if applicable), to be filed with the SEC and disseminated to the Target’s stockholders, in each case as and to the extent required by the Exchange Act. The Target will promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and will promptly provide Parent and Merger Sub with copies of all correspondence between it and its representatives Representatives and the SEC with respect to the Schedule 14D-9. Prior to the filing of the Schedule 14D-9 (including any amendments or supplements thereto) with the SEC or dissemination thereof to the Target’s stockholders, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Target will provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Target will give reasonable consideration to any such comments. The Target shall use commercially reasonable efforts to respond promptly to any such SEC comments. (b) In connection with the Offer, promptly after the date of this Agreement but in no event more than two eight (8) Business Days after the date of this Agreement the Target will furnish or cause to be furnished to Parent and Merger Sub security position listings and any other available listings or computer files containing the names and addresses of the record holders or known beneficial owners of the shares of Target Common Stock as of the most recent practicable datedate (but subject to the following sentence of this Section 2.02(b)), and will promptly furnish Parent and Merger Sub with such information and assistance (including lists of record holders or known beneficial owners of the shares of Target Common Stock, updated from time to time upon Parent’s, Merger Sub’s or either of their respective agent’s agents’ request, and the addresses and lists of security positions of such record holders or known beneficial owners) as Parent, Merger Sub or their respective agents may reasonably request for the purpose of communicating the Offer to the record holders and beneficial owners of the shares of Target Common StockStock (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”). The Target shall ensure that the Stockholder List Date is not more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first disseminated. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated hereby, Parent and Merger Sub will hold in confidence the information contained in any such labels, listing and files in accordance with the Confidentiality Agreement and will use such information only in connection with the Offer and the Merger and, if this Agreement is terminated, will promptly deliver (and will use their respective commercially reasonable efforts to cause their agents and Representatives to deliver) to the Target (or destroy) all copies and any extract or summaries of such information then in their possession or control.

Target Actions. (a) Target hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement. (b) On the date the Offer Documents are filed with the SEC, the Target will shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer in accordance with the Exchange Act (together with all amendmentssuch Schedule 14D-9, supplements and exhibits theretoas amended or supplemented from time to time, the “"Schedule 14D-9”") describing the recommendation of the Board of Directors of Target to Target's Stockholders that willthey accept the Offer, subject tender their shares pursuant to the provisions of Section 7.04, contain the recommendation described in Section 5.03(d). The Target will cause Offer and approve this Agreement and shall mail the Schedule 14D-9 to be disseminated the holders of Target Common Stock. The Schedule 14D-9 shall comply as to form in all material respects with the Target’s stockholders to the extent required by the Exchange Act. Promptly after, but in no event more than two (2) Business Days, after the date requirements of this Agreement, Parent and Merger Sub will furnish to the Target all information concerning Parent and Merger Sub required by the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to Target's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be set forth stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Target with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. The Each of Target, Parent and Merger 4 Sub will shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes shall have become false or misleading in any material respect respect, and Target shall take all steps necessary to amend or as otherwise required by applicable Law. The Target will supplement the Schedule 14D-9 and to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), amended or supplemented to be filed with the SEC and disseminated to the Target’s 's stockholders, in each case as and to the extent required by the Exchange Actapplicable Federal securities laws. The Target will promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and will promptly provide Parent and Merger Sub with copies of all correspondence between it and its representatives and the SEC with respect to the Schedule 14D-9. Prior to the filing of the Schedule 14D-9 (including any amendments or supplements thereto) with the SEC or dissemination thereof to the Target’s stockholders, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Target will provide Parent, Merger Sub and their counsel a shall be given reasonable opportunity to review and comment on such upon the Schedule 14D-9 prior to its filing with the SEC or response, dissemination to stockholders of Target. Target shall provide Parent and its counsel in writing with any comments Target or its counsel may receive from the Target will give reasonable consideration SEC or its staff with respect to any the Schedule 14D-9 promptly after the receipt of such comments. (bc) In connection with the OfferOffer and the Merger, Target shall cause its transfer agent to furnish Sub promptly after the date of this Agreement but in no event more than two Business Days after the date of this Agreement the Target will furnish or cause to be furnished to Parent and Merger Sub security position listings and any other available listings or computer files with mailing labels containing the names and addresses of the record holders or known beneficial owners of the shares of Target Common Stock as of the most a recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and will promptly computer files and all other information in Target's possession or control regarding the beneficial owners of Target Common Stock, and shall furnish Parent and Merger to Sub with such information and assistance (including updated lists of record holders or known beneficial owners of the shares of Target Common Stockstockholders, updated from time to time upon Parent’s, Merger Sub’s or either of their respective agent’s request, security position listings and the addresses and lists of security positions of such record holders or known beneficial ownerscomputer files) as Parent, Merger Sub or their respective agents Parent may reasonably request for the purpose of in communicating the Offer to the record holders and beneficial owners of the shares of Target Common StockTarget's stockholders. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent and Merger Sub will shall hold in confidence the information contained in any such labels, listing listings and files in accordance with the Confidentiality Agreement and will files, shall use such information only in connection with the Offer and the Merger and, if this Agreement is shall be terminated, will promptly shall, upon request, deliver (and will use their respective commercially reasonable efforts to cause their agents and Representatives to deliver) to the Target (or destroy) all copies and any extract or summaries of such information then in their possession or controlpossession.

Target Actions. (a) Target hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement. (b) On the date the Offer Documents are filed with the SEC, the Target will shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer in accordance with the Exchange Act (together with all amendmentssuch Schedule 14D-9, supplements and exhibits theretoas amended or supplemented from time to time, the “"Schedule 14D-9”") describing the recommendation of the Board of Directors of Target to Target's Stockholders that willthey accept the Offer, subject tender their shares pursuant to the provisions of Section 7.04, contain the recommendation described in Section 5.03(d). The Target will cause Offer and approve this Agreement and shall mail the Schedule 14D-9 to be disseminated the holders of Target Common Stock. The Schedule 14D-9 shall comply as to form in all material respects with the Target’s stockholders to the extent required by the Exchange Act. Promptly after, but in no event more than two (2) Business Days, after the date requirements of this Agreement, Parent and Merger Sub will furnish to the Target all information concerning Parent and Merger Sub required by the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to Target's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be set forth stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Target with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. The Each of Target, Parent and Merger Sub will shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes shall have become false or misleading in any material respect respect, and Target shall take all steps necessary to amend or as otherwise required by applicable Law. The Target will supplement the Schedule 14D-9 and to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), amended or supplemented to be filed with the SEC and disseminated to the Target’s 's stockholders, in each case as and to the extent required by the Exchange Actapplicable Federal securities laws. The Target will promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and will promptly provide Parent and Merger Sub with copies of all correspondence between it and its representatives and the SEC with respect to the Schedule 14D-9. Prior to the filing of the Schedule 14D-9 (including any amendments or supplements thereto) with the SEC or dissemination thereof to the Target’s stockholders, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Target will provide Parent, Merger Sub and their counsel a shall be given reasonable opportunity to review and comment on such upon the Schedule 14D-9 prior to its filing with the SEC or response, dissemination to stockholders of Target. Target shall provide Parent and its counsel in writing with any comments Target or its counsel may receive from the Target will give reasonable consideration SEC or its staff with respect to any the Schedule 14D-9 promptly after the receipt of such comments. (bc) In connection with the OfferOffer and the Merger, Target shall cause its transfer agent to furnish Sub promptly after the date of this Agreement but in no event more than two Business Days after the date of this Agreement the Target will furnish or cause to be furnished to Parent and Merger Sub security position listings and any other available listings or computer files with mailing labels containing the names and addresses of the record holders or known beneficial owners of the shares of Target Common Stock as of the most a recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and will promptly computer files and all other information in Target's possession or control regarding the beneficial owners of Target Common Stock, and shall furnish Parent and Merger to Sub with such information and assistance (including updated lists of record holders or known beneficial owners of the shares of Target Common Stockstockholders, updated from time to time upon Parent’s, Merger Sub’s or either of their respective agent’s request, security position listings and the addresses and lists of security positions of such record holders or known beneficial ownerscomputer files) as Parent, Merger Sub or their respective agents Parent may reasonably request for the purpose of in communicating the Offer to the record holders and beneficial owners of the shares of Target Common StockTarget's stockholders. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent and Merger Sub will shall hold in confidence the information contained in any such labels, listing listings and files in accordance with the Confidentiality Agreement and will files, shall use such information only in connection with the Offer and the Merger and, if this Agreement is shall be terminated, will promptly shall, upon request, deliver (and will use their respective commercially reasonable efforts to cause their agents and Representatives to deliver) to the Target (or destroy) all copies and any extract or summaries of such information then in their possession or controlpossession.

Target Actions. (a) On the date the Offer Documents are filed with the SEC, the Target will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer in accordance with the Exchange Act (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that will, subject to the provisions of Section 7.04, contain the recommendation described in Section 5.03(d). The Target will cause the Schedule 14D-9 to be disseminated to the Target’s stockholders to the extent required by the Exchange Act. Promptly after, but in no event more than two Within fifteen (215) Business Days, days after the date of this Agreement, Parent and Merger Sub will furnish to the Target all information concerning Parent and Merger Sub required by the Exchange Act to be set forth in the Schedule 14D-9. The Target, Parent and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect or as otherwise required by applicable Law. The Target will cause the Schedule 14D-9, as so corrected (if applicable), to be filed with the SEC and disseminated to the Target’s stockholders, in each case as and to the extent required by the Exchange Act. The Target will promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and will promptly provide Parent and Merger Sub with copies of all correspondence between it and its representatives and the SEC with respect to the Schedule 14D-9. Prior to the filing of the Schedule 14D-9 (including any amendments or supplements thereto) with the SEC or dissemination thereof to the Target’s stockholders, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Target will provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Target will give reasonable consideration to any such comments. (b) In connection with the Offer, promptly after on or before the date last day of this Agreement but in no event more than two Business Days after the date of this Agreement Go-Shop Period, the Target will furnish or cause to be furnished to Parent and Merger Sub security position listings and any other available listings or computer files containing the names and addresses of the record holders or known beneficial owners of the shares of Target Common Stock as of the most recent practicable date, and will promptly furnish Parent and Merger Sub with such information and assistance (including lists of record holders or known beneficial owners of the shares of Target Common Stock, updated from time to time upon Parent’s, Merger Sub’s or either of their respective agent’s request, and the addresses and lists of security positions of such record holders or known beneficial owners) as Parent, Merger Sub or their respective agents may reasonably request for the purpose of communicating the Offer to the record holders and beneficial owners of the shares of Target Common Stock. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated hereby, Parent and Merger Sub will hold in confidence the information contained in any such labels, listing and files in accordance with the Confidentiality Agreement and will use such information only in connection with the Offer and the Merger and, if this Agreement is terminated, will promptly deliver (and will use their respective commercially reasonable efforts to cause their agents and Representatives to deliver) to the Target (or destroy) all copies and any extract or summaries of such information then in their possession or control.